Where either Sample Clauses

Where either. (a) A school is merged and the teacher is not placed in a position in the continuing school; or (b) A school is closed; the teacher will have all of the surplus staffing options available to them. Continued employment may be approved by the Secretary for up to a further one term.
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Where either. (a) the Employee’s position is no longer required, or (b) the Employee’s position or its requirements permanently change to such an extent that the Employee is unable to fill the position in a manner satisfactory to PureDepth NZ, then one month’s notice of termination of employment will be given. PureDepth NZ will consult with the Employee with the objective of exploring possible alternatives to redundancy. The Employee will become redundant (with employment terminated) at the expiry of the notice period or such earlier time where the Employer does not require notice to be worked out unless the parties have both agreed on another alternative.
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Where either. 5.3.1 a Borrower fails to make a such a claim for rollover relief or holdover relief pursuant to its obligations under paragraph 5.2 above; or 5.3.2 the conditions set out in paragraphs 5.2.1 and/or 5.2.2 are not met (so no such claim can be validly made or, if validly made, was made in breach of the Holdover Condition), and the relevant Disposal CGT Liability is a Material CGT Liability, then the Borrower undertakes to the Borrower Security Trustee that it will use Excess Cash to pay into the Disposal Proceeds Account an amount equal to the amount released pursuant to paragraphs 5.1.2 or 5.1.3.
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Where either. 22.1 a Change Proposal to the Priority Provisions of the Scottish Settlement Requirements has been accepted pursuant to the procedures set out in Clause 9.18 but the equivalent Change Proposal is rejected by the relevant forum under the Settlement Agreement for Scotland; or 9. 22.2 a Change Proposal to the Priority Provisions of the Scottish Settlement Requirements is rejected pursuant to the procedures set out in Clause 9.18 but the equivalent Change Proposal is accepted by the relevant forum under the Settlement Agreement for Scotland, the Priority Provisions of the Scottish Settlement Requirements shall not be amended pursuant to the Change Proposal. Procedures 9.23 MEC shall agree and issue appropriate procedures in relation to Change Proposals submitted pursuant to this Clause 9 (which procedures shall be subordinate to and shall not be inconsistent with the procedures set out in Clauses 6, 7, 9 and 10), and the parties agree to comply with those procedures as issued from time to time. Emergencies 9.24 Where any change is proposed to this Agreement pursuant to the terms of this Clause 9 which MEC decides: 9. 24.1 is of an urgent nature; and 9. 24.2 is a change which should be accepted MEC may decide to reduce the timescales set out in this Clause 9 accordingly. 10. DATA TRANSFER CATALOGUE 10.1 The Data Transfer Catalogue as at the date of this Agreement shall be initialled by MEC Members for the purposes of identification at the first meeting of MEC.
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Where either. A school is erged and the teacher is not placed in a position in the continuing school; or A school is closed; the teacher will have all of the surplus staffing options available to the . Continued e ploy ent ay be approved by the Secretary for up to a further one ter .
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Where either. 21.1 a Change Proposal to the Priority Provisions of the Pool Requirements has been accepted pursuant to the procedures set out in Clause 9.18 but the equivalent Change Proposal to the Pooling and Settlement Agreement is rejected by the relevant forum under that Agreement; or 9. 21.2 a Change Proposal to the Priority Provisions of the Pool Requirements has been rejected pursuant to the procedures set out in Clause 9.18, but the equivalent Change Proposal to the Pooling and Settlement Agreement is accepted by the relevant forum under that Agreement, the Priority Provisions of the Pool Requirements shall not be amended pursuant to the Change Proposal.
Sample 1
Where either. 11.7.1 there is a change in the nature of the Occupancy of any part of the Development which in the City Corporation’s reasonable opinion requires amendments or revisions to the approved Delivery and Servicing Management Plan; or 11.7.2 the City Corporation reasonably believes that the approved Delivery and Servicing Management Plan requires amendments or revisions due to the operational servicing practices of the Owner, Developer, tenants or Occupiers of the Development then the City Corporation may request that the Owner submit for approval a revised Delivery and Servicing Management Plan to reflect such amendments or revisions.
Sample 1
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Where either. (a) the Buyer notifies the Sellers of any Claim or Tax Authority Claim before a Retention Release Date, and such Claim or any Claim arising out of such notified Tax Authority Claim is Determined (whether such determination is made on, before or after the Retention Release Date), then there shall be paid to the Buyer out of the Retention Account (by way of satisfaction (in whole or part, as the case may be) of such liability of the Sellers, or such relevant Sellers) an amount equal to such liability of the Sellers (or ​ ​ such relevant Sellers) or, if less, the sum relating to the Retention Amount then standing to the credit of the Retention Account, plus all interest accrued on that amount in the Retention Account. For the avoidance of doubt, this paragraph will apply to any Claim arising out of a Tax Authority Claim that has been notified to the Sellers before the Release Date regardless of whether such Claim was notified to the Buyer on, before or after the Release Date; or (b) a payment is due to the Buyer in accordance with paragraph 2.2 of Part 1 of Schedule 4 of this Agreement (a "Completion Accounts Payment"), there may be paid to the Buyer (at the Buyer's election) out of the Retention Account (by way of satisfaction (in whole or part) of the Completion Accounts Payment) an amount equal to the lesser of: (i) the Completion Accounts Payment; or (ii) the Retention Amount.
Sample 1
Where either. (a) a Syndicate Member is in default of his or her financial obligation to the Syndicate; or (b) a Syndicate Member or a member of his or her family or a guest either: i) wilfully or negligently causes damage to the boat or to the mooring adjacent to the Boat or to any person or property on the Boat; ii) is in serious breach of this Code of Conduct or other terms of the Syndicate Agreement or, after due warning, persists in such breach; or iii) behaves in an antisocial manner towards other Syndicate Members, he or she may have his or her right to use the Boat suspended for any period by a majority decision of the remaining Syndicate Members.
Sample 1

Related to Where either

  • Exclusive Relationship USER shall not offer or sell a product or service with the same or similar services as those provided within the COMPANY Program with another entity other than COMPANY in its offices where the COMPANY Product is provided pursuant to this Agreement.

  • WHEREXX xx xxx xxxpective transaction closing dates set forth on Schedule 1 hereto, the Owner sold those certain mortgage loans in each Trust identified on Schedule 2 attached hereto (the "Specified Mortgage Loans") to the related Trust, each of which was formed pursuant to the related pooling and servicing agreement described on Schedule 1 attached hereto (in each case, the "Pooling and Servicing Agreement");

  • Change in Ownership of a Substantial Portion of the Company’s Assets A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such Person or Persons) assets from the Company that have a total gross fair market value equal to or more than fifty percent (50%) of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (c), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (i) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (ii) a transfer of assets by the Company to: (A) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (B) an entity, fifty percent (50%) or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (C) a Person, that owns, directly or indirectly, fifty percent (50%) or more of the total value or voting power of all the outstanding stock of the Company, or (D) an entity, at least fifty percent (50%) of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (c)(ii)(C). For purposes of this subsection (c), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets. For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Section 409A. Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (x) its sole purpose is to change the jurisdiction of the Company’s incorporation, or (y) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

  • Property of Company All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by Executive, individually or in conjunction with others, during Executive’s employment by Company (whether during business hours or otherwise and whether on Company’s premises or otherwise) which relate to the business, products or services of Company or its affiliates shall be disclosed to Company and are and shall be the sole and exclusive property of Company and its affiliates. Moreover, all documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, and inventions are and shall be the sole and exclusive property of Company and its affiliates. Upon Executive’s termination of employment for any reason, Executive shall deliver the same, and all copies thereof, to Company.

  • INDEPENDENT RELATIONSHIP This Agreement is not intended to constitute, create, give effect to or otherwise recognize a joint venture, partnership, or formal business organization, or agency agreement of any kind, and the rights and obligations of the Parties shall be only those expressly set forth herein.

  • No Obligation to Continue Business Relationship Neither the Plan, this agreement, nor the grant of this option imposes any obligation on the Company to continue the Optionee in employment or other Business Relationship.

  • Termination of Business Relationship If the Optionee's Business Relationship with the Company and all Related Corporations is terminated, other than by reason of death, disability or dissolution as defined in Section 5, no further installments of this option shall become exercisable, and this option shall terminate (and may no longer be exercised) after the passage of 90 days from the date the Business Relationship ceases, but in no event later than the scheduled expiration date. In such a case, the Optionee's only rights hereunder shall be those which are properly exercised before the termination of this option.

  • Material Transactions or Affiliations Except as disclosed herein and in the IACH Schedules, there exists no contract, agreement or arrangement between IACH and any predecessor and any person who was at the time of such contract, agreement or arrangement an officer or director. IACH has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

  • Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.

  • No Control of the Other Party’s Business The Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give Parent or Merger Sub, on the one hand, or the Company, on the other hand, directly or indirectly, the right to control or direct the business or operations of the other at any time prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete control and supervision over their own business and operations.

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